A Bat in the Avernger's Belfry
by Jake456
Summary: Halloween leads to a brutal attack on Andrew's family, leaving him to live with his Aunt Pepper. (Warning: Slash)
1. Prolouge

Disclaimer: I do not own either DC, Marvel or the Buffy series.

Timeline: After the first Avenger movie and after the Halloween episode of Buffy.

Warning: Character death mentioned in this chapter.

Prologue

Pepper Potts looked at her grim faced nephew who looked at her with storming blue eyes, she saw the gray in them and thought, 'He looks so much like my father now.'

She hugged him and said, "I'm sorry to hear about your parent's sweetie, what made your friend Warren do that?"

"I don't know," Andrew lied.

As she took his hand Andrew thought, 'I know why Warren did it, he did it because of the Joker he dressed as and I dressed as the Batman.'

He heard Bruce's voice in his mind comforting him.

'_I lost my parents too Andrew_,' he said, '_You're not alone_.'

Andrew simply nodded and followed his aunt, one he never knew existed until a few days ago when he came home to a bloodstained home and Warren cutting apart his brother, telling him that his parents didn't have nearly enough blood to paint the walls with the welcome home mural.

The police took Warren and put him in a crazy house and he was alone now, save for his aunt.

They walked out and Pepper smiled, "I gotta go to work for a moment, you can come with me."

As Pepper drove Andrew to Stark Tower she thought, 'He hadn't said much but he's now quiet and silent,' she vaguely remembered him as a screaming baby only a day or so old, he looked like a little pink monkey with a tuft of golden hair on his head, screaming to be fed.

But now his blue eyes looked like they were clouded over with something, there was a deep sorrow and rage and she didn't blame him for being so angry.

Andrew looked at the huge tower and Pepper took his hand, led him in and into an elevator and left him in her office.

As she left him alone she walked in and saw Tony talking to Thor, Hawkeye and Captain America.

Thor smiled and said, "Ms. Potts, how are you this day?"

"Not good," she said, "Tony, I need a day or two off, I got my nephew to take care of."

Tony looked up and said, "You have a nephew?"

She rolled her eyes and said, "Yes, he's in my custody now. Umm, something happened to his parents and older brother."

"Oh," Tony said, "Yeah, you can take care of him. Hey, maybe I could meet him?"

Pepper frowned and said, "Tony, he's not in a good place right now."

Steve looked up and said, "Ms. Potts, do you need help?"

"Alright," Pepper said, "I'll explain cause I know Tony will eavesdrop: a week ago my nephew Andrew came home from visiting his uncle Andy in San Francisco and he saw his friend Warren standing over the butchered remains of his parents and his brother and painting a mural for Andrew in their blood."

Thor's smile faded and he said, "Was the other boy punished for this?"

"No, the trial was a farce, the mayor stepped in and put Warren in a local sanatorium," Pepper growled, "That whole damned town is like a cesspool where stupidity and ignorance go to die."

Tony frowned and said, "Is Andrew alright? I mean he wasn't hurt, was he?"

"He's quiet, extremely quiet Tony," Pepper said, "And his eyes, I swear they're cold."

Andrew looked over the city and frowned as he felt tears come to his eyes, 'No,' he thought as a cold rage flowed, stilling the tears that threatened to come from his eyes.

Pepper came over and said, "Andrew, we're going to go home now."

Andrew simply nodded and followed her out to the car, he vaguely realized that several colourful characters were watching him but for now he felt cold.

Steve frowned, his heart went out to the young man, so young and to see his family die like that but those eyes were like ice, he was uneasy by them.

Meanwhile Janus watched, he was more than a little upset, he hadn't realized that Warren would adapt to his new persona so quickly, he would have to help Andrew find friends and allies and maybe, just maybe, someone to care about so it wasn't all about the hate and rage with him.

TBC

Who should Andrew's future slash pairing be? What should Andrew's hero name should be? When should Warren make his appearance? Should any other Buffy characters appear?

Please rate and review.


	2. Chapter 1

Disclaimer: Same as previous chapter.

Andrew looked over the brightly lit city a year later, he had trained hard, not as hard as Bruce Wayne himself but hard enough that he could move more like Bruce could and without his aunt's or Uncle Tony's, as Mr Tony told him to call him, finding out he had bought detective lessons and had been working out for better part of a year training his body.

Aunt Pepper had him go to therapy sessions but the therapist was concerned as Andrew would rarely talk rarely and not cry, he instead talked about other things.

Pepper and Tony looked at the therapist and Tony said, "So what, is he crazy?"

"No, he's withdrawn from himself," she said quietly, "When you look at him he's good at hiding his emotions but he's angry but I don't know who he's angry at, he's not dangerous but I'm going to ask you two to encourage him to make new friends."

A whole year and the rage hadn't lifted but he had met a new friend at his new high school, Peter Parker: he was nice and was around his age, a bit older actually.

Peter smiled and said, "Hey Andrew, you gonna help me eat the pizza your aunt bought for us?"

"Yeah," Andrew said as he walked over to him and sat next to Peter and they talked about things.

As Peter regarded Andrew he remembered the quiet boy as he first walked into the school, Flash had tried something and Andrew broke his arm, he didn't even flinch when a football player decided to have some revenge and came at him with his fists flying and he didn't flinch once when the guy broke his nose but he fought back and hurt him.

He had decided to be his friend there and then because Andrew needed a friend.

They had gotten relatively close and become friends to this day in fact Peter was the only one who had ever seen Andrew smile a warm genuine smile.

'But he's like a block of ice really,' Peter thought as he watched Andrew watch the show silently, his friend was quiet unless something angered him.

Andrew sat looking down as he heard Bruce's thoughts tell him that it was time to hunt because Peter was going to go home soon.

As they watched the TV in silence Andrew's thoughts were like a deep dark sea, hiding their secrets and he was hiding his rage.

The whole year he had been developing, with Bruce's mental guidance, the bat suit which was made to look different enough so he wouldn't get involved in a lawsuit, god willing, along with his own little bag of tricks, he had worked out and put on a bit of muscle, he had checked himself out in the mirror and he reflected, 'I look good, not so pale or weak looking.'

But he heard Bruce whisper, '_You need more Andrew, you need to be strong_.'

Of course he had to be strong because the suit, while it was light, was like twenty pounds.

Peter suddenly said, "Andrew, I got to go."

Andrew nodded and said, "Bye, I'll see you on Monday, okay Peter?"

Peter grinned and said, "And smile once in a while Andrew, it won't break your face, will it?"

As Peter left Andrew ran to his room and once again, because he never trusted Uncle Tony, checked his room for anything that could be a bug or anything that could be used to spy on him.

He opened his closet and smiled, Aunt Pepper had let him have the small office space as a closet space thinking that he'd need it here, he had developed his gear and as he looked at the suit he smiled; it was bullet proof at least to small arms and he had developed a cape, even if he thought it was in bad taste, but the cape would allow him to glide easily.

Andrew put the suit on, he pulled out the grappling hook and leapt out the window and glided toward a nearby building.

As he landed almost perfectly Andrew frowned, after a year of practice he had become strong enough.

But Bruce whispered, '_Stronger_.'

Andrew sighed as he looked over the city and nodded to himself. He heard a scream in a nearby alleyway and he sighed, 'Time for my first ever crime stopping gig.'

He looked down and saw a young man surrounded by a gang of jerks, Andrew looked at the items he had in his utility belt and he frowned, it was so easy to make these things it was almost criminal.

As Andrew leapt downwards he sighed as Bruce began to give tips and critiques on his performance, for the most part he was doing well enough for his first try.

Andrew landed in the group and threw a punch into one guy's head and avoided a punch thrown by another member of the group when he snapped the man's arm like a twig.

A bottle crashed against his suit and Andrew kicked the guy away when a spider web suddenly hit nearby.

Andrew looked around and said, "What?"

"Hey there," Spiderman said, "I'm Spiderman and you're what, trying the Batman look out? But first let me help you out."

A few moments later the goons had either run off or been knocked unconscious and webbed up.

Andrew said, "Thanks," and went to walk off.

"Hey kid," Spiderman said, "Wait, I think we're the same age but jeez, maybe you shouldn't fight if you're not ready and I think Batman is trademarked."

"I'm not a Bat," Andrew said with a smirk, "I'm an Owl," and suddenly tossed a few gas pellets down and disappeared in the shadows.

Andrew watched Spiderman swing away.

'Owlman? Interesting,' Peter thought as he swung home, he quickly got online and looked up Owlman and thought, 'Okay, that's creepy; he picked a villain's name to use but he was fighting _against_ crooks? Hey, Andrew's a fan of the Batman comics maybe he could help me.'

The next day Peter ran over to Andrew's place and asked, "Hey Andrew, I'm just wondering if you know a character by the name of Owlman?"

"Owlman?" Andrew said, "Umm, hmmm, an evil version of Batman from the Antimatter universe of the mythos? Yeah, he's bad, why?"

"No reason," Peter said, "I'm just hoping to learn more."

"Umm, okay," Andrew said and frowned as Peter sat next to him, he thought, 'What brought that up?'

Peter frowned, he totally liked his best friend Andrew but the guy was so serious, he had never seen him smile for more than a few moments and he was so quiet but at least he smiled.

"Hey," Peter said, "You know I bet you could spend the night at my house tonight, I mean Tony's busy and your Aunt's always trying to help him out."

"I guess so," Andrew said softly.

Peter grinned and said, "Come on Andrew we're going to have some fun and you need fun."

Andrew nodded as Peter left and said, "And remember to smile, it won't kill you to smile."

As Peter left Andrew walked off and began to think, Bruce told him that he needed friends but not to let anyone get close, no one.

Andrew whispered, "Damn it Warren,"

The thought of Warren angered him so fucking much, Andrew hated him now with so much passion and he was sure that at one time he loved Warren.

Andrew's heart clenched at the thought of the sight of his lifeless parents, their eyes wide with horror and Tucker, who they had said suffered the most horrific wounds.

His face grew cold and he whispered, "No tears, tears are bad."

After school Andrew called his aunt and she almost screamed with joy at the thought of him spending time with friends and told him that she'd pick him up tomorrow.

Pepper smiled and said, "Tony, Andrew has a friend."

Tony looked at her and said, "Really? An actual friend? Well that's good, it might cheer him up.

May Parker was smiling widely, she was happy that her Peter had found a friend as he had so few, she hadn't met him yet but he was always polite on the phone.

She knew from Peter's story that he was a stoic young man who was quiet most of the time, Peter didn't know why as Andrew hadn't gone into his history much.

When they came in she saw how Andrew looked: polite, rigid and was being led around by Peter who was happily chatting with him about anything, Andrew hardly spoke back but he had friendship for her Peter which was fine by her.

May smiled Andrew was so polite and kind, offering to help with the dishes and he spoke nothing save that his Aunt would pick him up in the morning.

Peter was happy enough to play games and chat with Andrew but he was hoping that Andrew was ready to go to bed, after all he had to patrol tonight.

As Andrew finally went to sleep Peter put his spider suit on and whispered, "Be back in an hour or so."

Afterwards Janus appeared, he looked at Andrew and said, "I am sorry child, I had no idea the effects of Ethan's spell would be this far reaching but you will be great from this. I see potential blooming, the shadow of the bat is yours Andrew and the Spider shall aid you, I foresee this but I'll be making sure that you have hope in your heart."

As he disappeared he held his hand up and whispered, "Please let this boy find his way home." He sighed and as he floated away he said, "I'll be helping you."

TBC

Note: Peter is one year older than Andrew.

Peter Parker will be Andrew's love interest later on.

Do you want any other BtVS characters to appear in the story? When should Warren appear?

Please rate and review.


	3. Chapter 2

Disclaimer: Same as previous chapters.

A Sunnydale Interlude

Warren chuckled as he sat in the padded room, he only wanted to cheer Andrew up and what he did seemed to be the best way as Andrew always said that he disliked his family and he made such a beautiful mural of their blood but now he thought time to escape.

And he'd have to find out where his little bat went, oh yes he would. 'Now who'd know that information? Oh yeah, dear Jonathon and hey,' he thought, 'Jonathon needed some fun, so much fun, plus he could help me find a delightful present.'

One of the Orderlies muttered, "Mears, you got a visitor."

"Oh, fun," Warren said, "Is she pretty?"

"Fuck if I know, she looks like a psycho to me."

The orderly muttered, "What the hell is with these crazy women and murderers, and Mears," he shuddered, "Is the worst of the worst, he's insane but he's that special insane to realize what was what and he was genius to boot as he had once convinced another inmate to go off himself."

Warren skipped along merrily and said to the orderly, "So John, how's the family? You know your kids? Such sweethearts I bet."

"How the fuck!?" John whispered, "I didn't tell you anything."

Warren smirked and said, "You told me, delightful."

"Here's your sick fucking woman, try not to fuck her and have kids," John muttered, "We need to keep people like you from breeding."

"I'll name one of them after you," Warren said with a chuckle as he was pushed in.

He looked around and saw a girl wearing a long green and silk dress dark hair and looked nearly as nuts as he did.

Warren said, "Well, you look nuts and trust me, I know nuts."

"Oh my pretty jester," she said, "Ms. Edith is not happy about you being here."

"I'm happy here; people to torment and hot and cold running sex, some of the people here love crazy sex. It's hard to believe that this place is even legal."

"Oh my poppet," she said, "You should leave with me, my prince and daddy left me alone."

Warren shrugged and said, "So, you want to have crazy sex with me?"

She shook her head and said, "I want to help you to find your little bat."

"Oh?" Warren said, "My bat? Oh, you mean Andrew. Yeah, he needs some fun, I mean he's probably still crying inwardly and all I did was help him, he's gonna be so strong but of course they aren't gonna let me go after all, I am dangerous after all."

She giggled and said, "You leave everything to mummy."

He waited while she walked out, he heard several muffled screams and she came back out licking her lips.

He said, "So, you're a vampire, aren't you?"

"Come," she said happily, "We should leave."

"Okay, I'm tired of this place," Warren said, "Let's also find John, I need to make sure that he knows I'll be paying his kids a visit and then sweet Jonathon, oh I bet he screams beautifully. You want to hear how I made Tucker beg me to end it?"

"Hey, wait a moment," Warren said, "What's your name?"

"Drusilla," she whispered, "And you and I will make so much music together, the stars promise me."

"Delightful," he said, "A madman and a vampire."

She giggled and said, "Your tormentor is there."

John was panicking, this was so fucking messed up: that crazy bitch bit into Mitchell's neck and sucked him dry and then she freed Mears.

"Hey John?" Warren yelled, "Did I ever thank you for, well, you know, beating me?"

Drusilla clapped and danced as she heard the screams come from the room and said, "Oh, he will be fun."

Warren came out, his hands covered in blood and he said, "We got places to see and people to play with."

As they walked together out of the sanatorium Warren said, "Hey baby, you got a car? Or, eh, I got John's keys. Let's go play cause the night's young and I feel frisky."

Meanwhile Jonathon was walking home alone, he heard back from Andrew; his friend was doing well and they had talked about Jonathon coming to visit, Andrew hadn't met many new friends but seemed to like this new guy, Peter something or the other.

Andrew, he missed his friend so much but he was safer there in New York rather than here in Sunnydale, even with the alien attack.

"Hey Sparky!" Jonathon heard a joyful voice that made his skin crawl.

Warren came out of the darkness, dressed in his best suit and said, "It's a glorious night, isn't it Jonathon? So sweet the possibilities of the zany antics we could get up to."

"You got out!?" Jonathon squeaked out in horror, "How the hell?"

"Language," Warren said wagging his finger, "Good little boys don't use such hurtful words."

Warren leapt towards Jonathon and said, "Wonder how I got so delightfully chipper? I'll tell you; on that ill-fated Halloween night I didn't become just one Joker, I became _all_ of them: thousands of voices all telling me what to do, not sure if dear Andrew is the same but anyways it's time to play Jonathon and we got so many games for you to play."

"No," Jonathon sobbed, "No, please Warren."

Warren ran his finger down Jonathon's cheek to collect one of his tears and said, "Oh delicious, I love tears and you will be crying so much Jonathon cause, you see, you're alone now as I fed mommy and daddy to my pet vampire."

"Oh," a mad voice said, "They were delicious."

Jonathon tried to cry out but nothing came as Warren covered his mouth and said, "Not just yet Jonathon, not just yet."

A few hours later Buffy was out on patrol and she sighed, it was quiet, way too quiet. She looked around and saw the old Wells place and frowned, 'It's weird that a human did that but the Harris family had kept Andrew until his Aunt could send for him.'

It had shaken them all up, Xander had kept the silent boy in his room and tried to entertain him but there was no tears, nothing, Andrew was silent and he hadn't even cried once. Buffy was about to leave the area when she heard an loud moan of pain and frowned, she ran over to see what had made the sound and she heard a silent cry of, "Please!"

She kicked the door down and saw fresh blood as well as Warren holding two things.

Warren said, "Oh, can't play now little girl, got people to see and make shriek with delight, or terror, don't matter to me. But here, I pose a moral question to you: what is more important, saving my victim or getting me?"

Warren suddenly pulled out a gun and shot to her side, Buffy heard a cry of pain and Warren crying with laughter as he leapt out of a window, she saw Jonathon moaning and muttered, "Damn it,"and raced to help Jonathon.

The next day as Jonathon lay in the hospital Buffy sat with Xander and said, "Warren escaped last night, he killed several people and two of them were kids."

Xander nodded and said, "Buffy, you did the right thing by saving Jonathon, what did Warren do to him?"

Buffy whispered, "He cut Jonathon's eyes out and that was after four hours of torture, Warren kept him alive somehow."

"Well," Xander said, "That's easy to explain: Warren did nothing but read and, umm, he studied extensively on human biology and the body and Buff, he's a genius, madness aside he was smart, I mean he built a working small engine for last year's science fair. We need to talk to Andrew and give him a message, if we can reach him."

Meanwhile Warren looked at the two eyes and said, "Oh my, they are so beautiful, see how I cut them out so slowly, so painfully slow. Oh and his screams, god damn they were beautiful, you taped them dear, didn't you?"

Drusilla nodded and Warren gave her a kiss and said, "You were a good assistant and a quick study, we know where our little bat lives but first I need a gang. Oh and put those eyes in the solution I made so they'll stay nice and fresh."

She giggled and placed a DVD disk in a box and said, "Yes and your little bat will scream with delight over his presents."

Warren nodded and sang out, "Happy birthday to you, happy birthday to you dear Andrew," and he said, "You know Dru Andrew's gonna be about sixteen or seventeen and I bet you that he loves this secretly," as he put it in the large gaily wrapped box and added, "Oh yeah, umm, Dru you got the pictures, right?"

She nodded and put them in as Warren treated the box so no one would see what he gave his little bat and oh yes, Andrew was his little bat.

Warren thought, 'Andrew just needs one bad day to truly snap and I'm that ultimate bad day.'

TBC

What will Andrew's reaction to Warren's "present" be? Or will Andrew even see it? How will the Avengers react to the "present?" How will Andrew react to Jonathon's condition? What fun things will Warren and Dru do while on their road trip to New York?

You can still decide on which Scooby character(s) can show up from time to time.

Please rate and review


	4. Chapter 3

Disclaimer: Same as previous chapters.

Andrew's eyes were fixated on the large gaily wrapped present, his eyes were cold; that present had something horrific waiting for him.

'_Open it_,' Bruce said softly, '_Open it_.'

It had come in a few days ago for his birthday which Andrew was sure Tony was planning something huge for him, he didn't want to open it so he walked away from it.

Tony frowned and said, "Why is he not opening it Pepper? I'd be all over something that pretty."

Pepper didn't want to mention it to Tony but this gift freaked her right the hell out as it had no return address, she didn't want to scare Andrew but she had a bad feeling about it and besides it was his birthday.

As Andrew walked to his room he heard JARVIS say, "Andrew, your Aunt expects you back in the main room soon."

Andrew nodded as he opened his closet, entered the small workspace and looked at his new bat suit, he had incorporated several new upgrades to it plus a few ideas from Batman's enemies though lesser versions of their chemicals so he expected his patrols to go better now as he had hidden the bruises from Aunt Pepper and Uncle Tony.

'_You have improved_,' Bruce's voice said, '_But you need to become faster, better and stronger._'

"Yeah," Andrew said softly, "Stronger and better."

Andrew looked around and frowned, he knew something was off even Aunt Pepper and Tony had been off around him, it was like they were sheltering him from something and it all began with a phone call they got a week ago, she was pale and Tony was angry, even Steve, who Andrew thought was generally mild tempered, was upset.

"Andrew," Pepper called, "Your friends are here so please hurry up."

"Peter?" Andrew smiled softly, "That's good."

Andrew liked Peter, he knew that Peter was funny and smart and he felt embarrassed at his crush on him though Bruce told him that it wasn't truly bad to love another man.

As Andrew walked down he thought, 'Friends? Oh she must mean May and maybe the girl that Peter had a thing for.' When he saw Peter, he frowned and thought, 'Harry Osborn? That's right, Peter was friends with Harry.'

"Hey," Harry said, "Umm Andrew, it's nice to meet you, Peter's got such a little crush on you."

"Hey!" Peter said lightly smacking Harry, "He's my best friend but he's shy so he needs a best friend."

Andrew nodded and Harry shook his hand and said, "It's nice to meet you Andrew."

Harry frowned, 'This kid has a grip like iron.'

As they looked around Andrew frowned at the large present and Bruce whispered, '_Prepare yourself for anything Andrew, be strong and overcome your fear._'

He walked towards it and Pepper said, "Umm, honey? I have a bad feeling about this."

Andrew ignored her and opened the present, he had to be strong.

He opened the present and saw, in a jar, two eyes that looked so familiar, though he thought they belonged in a friend's head, he walked away and felt the rage wash against him like tidal wave.

Pepper walked over, she saw what was inside and nearly vomited, she whispered, "Oh god! Tony, make sure Peter and his friend don't look in!"

Tony looked pale and ushered the kids into his lab, he ran back and saw Thor and Steve looking angry, 'Shit!' he thought, 'Even Legolas and Natasha looked pissed off.'

Pepper was in tears and Tony said, "Warren, it's that bastard, isn't it?"

She looked at the others and said, "Sorry, Warren escaped from the place that the mayor had sent him too, he killed several people on his way out and umm."

"The psychotic bastard scooped out Andrew's friend's eyes and we didn't know what he did with them until now."

The present began to vibrate and they backed away and Warren's voice said, "_Hey there little guy, I missed you and hey, things went well. I hope you like your presents, you always said that Jonathon had such pretty eyes and hey, you keep them in the jar and they'll be fresh, just for you._"

A spray of bright red and blue confetti sprayed from the box.

Tony frowned and said, "Jarvis, we're gonna be inspecting every parcel Andrew gets from now on, _every_ parcel."

"Of course," the AI said, "Shall I dispose of these?"

"No," Pepper said, "We might be able to use them to help his friend, if this solution somehow kept them fresh then we might be able to help his friend."

Tony nodded and said, one of Andrew's friends told us that the kid tried to off himself one time, guess he was a friend. And Pepper we should check on Andrew, now."

They walked in and saw Andrew on the bed looking calm, he looked up and Pepper asked, "Honey, do you want to talk about it?"

Andrew shook his head and simply looked down and said, "Sorry for spoiling the party."

Tony shook his head and said, "This isn't your fault Andrew, it was that sicko's fault and we're going to get him."

"Okay," Andrew said, "I'm tired, can I go to sleep now?"

Tony nodded and said, "Umm, you want anything?"

"No," Andrew said,"Please let me rest."

They left and Andrew heard muffled apologies and he fell asleep.

A few hours later Andrew woke up and looked at his watch and thought, 'Midnight, time for the patrol, time to calm the rage.' He shut off the cameras in his room, walked to his little space and said, "Time to go."

Andrew put on his suit and leapt down from the window and sighed as he caught himself on a ledge and looked at the glittering city, the lights were so beautiful, so very beautiful but it seemed a sin that Jonathon would never be able to see them and the rage built up and he said, "The night's young."

Over the next hour Andrew brutally beat several muggers and stopped several robberies but the rage hadn't abated.

'I must fight more and more,' Andrew thought as he smashed some punk's face in, he roared, "Come on you worthless bastards, fight me now!"

One ran up to him with a chain and smashed against his side and Andrew roared in rage as he threw down one of the new gas pellets, he smirked as his suit applied several filters to protect himself from the yellow gas.

The men around him began to cough and sputter as the gas did its work, Andrew leapt up into a fire escape and watched the gang panic.

Andrew whispered, "Your enemies are all around you punk."

The man gasped and screamed, "Muties! Fucking muties!" and started using his chain weapon on a friend who was trying to hide from him.

Andrew leapt down and easily dispatched them and as he tied them up he looked up and said, "Yes? You've been watching me?"

"Yeah," a heavy masculine voice said, "I saw you beat them so badly. Hell, you've been on a one man spree: twenty two men, beaten brutally by the Owl-Man."

Andrew turned around and said, "The Punisher?"

"Yeah," the man said as he came out of the shadows.

"Thought you died in the alien attack," Andrew with a smirk, "At least that's what I heard."

"First, call me Frank, kid," the man said, "I liked what you did. Hell, I've heard good things about you kid: you're vicious, they say like a shadow, you got the half the scum of the city shitting their pants."

Andrew frowned and said, "Why are you approaching me?"

"Cause it hurts me to say this but I could use your help; there's some bastard selling drugs to kids and a few have OD'd on this bad stuff," Frank said coldly, "I want him gone."

Andrew frowned and said, "You got me and by the way I won't kill him, I don't do that."

"But you brutally beat men nearly to death," Frank said with a smirk, "That's not much better."

"The law will deal with them," Andrew said as he followed Frank to a van.

As they drove Andrew was silent, Bruce had him study up on Frank Castle as he had been certain that they would meet Frank Castle sooner or later, he had changed his name Castle, had been a career soldier in Desert Storm, he was a very good soldier, well respected. He had been considered for a position in SHIELD, hell, he'd have gotten it if not for his family wandering into a gang fight: his wife, son and daughter were gunned down by two rival gangs and, because of a legal loophole, none of the gang members were punished severely but Frank killed them himself and became a vigilante.

"I heard about your family," Andrew said, "I understand why you did it, I don't agree with your methods but I understand them."

"Good," Frank said with a smirk, "And you did your research on me, impressive."

Andrew gave a frosty nod and said, "Remember, I don't kill and I won't let you kill anyone."

Frank nodded and said, "You have convictions, impressive. I respect that but this man is scum, there are rumours about him on the streets that says he got some new supplier and this stuff can wreck hell with its victims."

"What is it?" Andrew asked, "Heroin? Crack?"

"Not sure but it's addictive," Frank frowned and said, "It's killed several of its users."

Andrew frowned and said, "Most dealers prefer their buyers to live as it is bad for business for the buyers to die, too much attention. Wait a moment, why haven't I seen this on the news?"

"The police think it's a new type of heroin," Frank said, "But I know better, this isn't about moving product this is about inspiring fear."

Andrew frowned as he drew his cloak around himself and almost faded from sight, Frank frowned and said, "When we get to this factory we go in separately, the factory's isolated and I don't know how many men and workers this guy has."

When they got to the factory Frank parked away from the place and said, "Now kid."

He frowned and said, "He's gone, nice trick," He heard a beeping in his ear, turned on his communicator and said, "Kid?"

"Yes," Andrew said, "I'm up on the roof already, I'll go in from the top."

Frank nodded and said, "Radio silence from now on."

Meanwhile Peter was swinging through the city and frowned, what the hell happened at Andrew's party? He had been hoping to see Andrew smile but then he opened the large present and suddenly they were rushed out, something bad had happened. He'd do something with Andrew tomorrow but for now he was hunting down Frank Castle, he knew the Punisher wasn't bad but he was ruthless and remorseless and he was hunting someone tonight.

'Plus Owl-Man,' Peter thought, he had only run across the silent vigilante a few times since their first meetings and the rumours were that the criminals and even a few of his own roster of rogues were nervous about him.

But tonight he had to find the Punisher and quickly.

At the factory Andrew moved quietly, dispatching the workers and their guards, he wasn't killing them but he wasn't be gentle with them either.

Frank shuddered as he heard screaming coming from the upper floors, he had found several punks gagged and terrified, like really terrified, the smell of shit and piss were heavy in the air and he saw eerie movements in the flickering shadows and light and nodded his approval, Owl-Man preferred his enemies frightened.

Owl-Man came out of the shadows like a demon from hell, dragging some poor sucker into the shadows.

When they met up Andrew looked at Frank and said, "There's still a few of them around, they're holing up in the main office and the dealer you're looking for is there too."

"Good and kid I approve of your fighting style," Frank said, "But let me know when you're ready to take it to the next level."

As they ran though the hallway Andrew heard a smashing sound, they got to the office and Andrew frowned as he found out it was Spiderman, after their first meeting he had looked up the man; nothing but smear campaigns from the Bugle and some, he supposed, harmless if somewhat strong supporters liked him.

Frank frowned and said, "Spiderman?"

"Oh well look who it is, my favourite vigilante and the Punisher," Spiderman quipped, "Now I gotta ask you; the police have been all a twitter about several brutalized crooks, now who did that?"

Andrew frowned and said, "Yeah?"

"Well one of them was having a heart attack," Spiderman said, "So that's a bit brutal."

"I've had an unsettling day," Andrew said in a dark voice, "I was upset and the criminals were in the way."

Andrew growled and said, "Then I met him and he told me about this drug so I decided to help him."

As they looked around Andrew saw Spiderman work on the computer and Andrew saw a very familiar chemical solution and paled visibly, 'What the hell is going on?'

Andrew heard whimpering, he kicked the door down and saw a worker and he picked the guy up and said, "Where did you get the formula for this?"

The worker spoke in Spanish, something Andrew could understand thanks to Bruce, he frowned and said, "Castle, your dealer's been lacing his product with something that someone told him would give him an incredible high."

Before Frank or Spiderman could ask Andrew disappeared, Andrew sat on the roof of the factory, he tried to fight back the bitter tears and he looked up at the night and roared, "_**WARREN!"**_

In a small town Warren sat next Drusilla and cackled madly, he said, "Oh my, it's like I can feel the big bad bat in my heart, he's becoming just like I want him."

She simply giggled, looked at the family they had taken hostage and said, "Shall we play with them my jester?"

Warren simply licked his lips, drew out his knife and nodded.

Back in Sunnydale the Mayor looked at Faith and said, "I need your help my dear: Mr Mears has escaped and I want him _gone_, no more free rides. I thought the boy could be useful but he attracts so much unwanted attention."

Faith frowned and said, "What about graduation?"

The mayor shrugged and said, "I'll handle things here but Mears has to be taken out. Pity, Warren was a bright young man and he had a bright future but you need to stop him from causing undue attention to Sunnydale."

She nodded and left Sunnydale to go hunting.

'I'm going to enjoy this," she thought to herself.

TBC

Should Andrew meet the Punisher again? What should their ultimate relationship be: Rivals or Friends? When should Tony and the others suspect Andrew's nighttime activities? Should Andrew meet any other Marvel characters?

Please rate and review.


	5. Chapter 4

Disclaimer: Same as previous chapters.

Warning: Character death in this chapter.

Andrew trained in the factory, he liked this place, once the stink of Joker venom was gone, he had moved in and hid here as this place was safe.

He growled as he hit the bag again and again.

The rage built and formed into a black ball in his stomach and he roared as he did another kick on the bag.

After Warren scooped Jonathon's eyes out from what he heard that Jonathon was doing little better, Jonathon had been taken in by the librarian and he knew he had to train hard he had to stop Warren.

Andrew stopped training and frowned, in the three weeks since his birthday he had begun to train harder and he had become more brutal to criminals, he left them alive but he was becoming colder and distant.

His Aunt could tell and Peter? Andrew felt worse about that, he was becoming tense and angry, he didn't want to be like this.

Bruce was like his best friend now though he made appearances when he had to now and Andrew looked around his new lair, this abandoned factory had everything he needed and wanted.

The factory was cleared and Andrew could work on the Wayne Foundation technology that he knew Bruce had worked on, it was his own personal Batcave, it was a place of refuge, from being Andrew Wells.

As Andrew sat down he frowned, was he now Batman or Owl-Man? Perhaps a combination of both? Was Andrew the identity he wore to cover himself?

His cell rang and he answered it, "Oh hi Aunt Pepper, I'm alright, just at a shop. I'll be home in a bit."

Aunt Pepper and Tony were really super protective now though he supposed that was needed but did Captain America really need to pick him up at school? Or Hawkeye? It was starting to get awkward but at least he was able to go on his own patrols now.

Andrew sighed and said, "Time to go home," and as he left the factory he turned on his safety program online.

An hour later Andrew was sitting down eating dinner with Pepper who was looking at him almost tearfully, she frowned, 'He looked so much like her father when he was younger but I want him to smile and not become this cold hearted man. Oh, he looked boyish cute and even Natasha said he looked attractive.'

Andrew looked up as he heard a dull roar and he saw Iron Man or Uncle Tony fly in.

Tony saw Andrew and said, "Hey Andrew, like the new armour?"

"Yes Tony," Andrew said quietly, "I do like it."

Andrew looked down and frowned, he liked Iron Man's armor but Bruce told him it was like Steel's armour and of course Bruce had a slight hand in developing some of the more advanced armour Steel wore but Iron Man's armour was definitely more advanced than, Andrew thought, a giant sledgehammer.

Tony smiled and ruffled Andrew's hair and said, so hey, you're gonna need to spend the night with your friend Peter's tonight, is that alright?"

Andrew looked around and said, "Umm, why?"

"Oh honey, the Avengers are going somewhere and it's gonna be dangerous," Pepper said, "I wanted to tell you but you were out and I have to go help them, it's to do with something left over by some of Tony's rivals."

"Okay," Andrew said, "I'll go pack," he walked into his room, looked at the Owl suit and packed it, he could probably patrol after Peter went to sleep or perhaps he'd rest tonight, god only knew that he needed it that or maybe he could use the weekend the further bolster his defences at the factory.

Tony helped Andrew get ready and helped him get to Peter's place.

Peter smiled and got Andrew in and took him in as Tony and Pepper watched him disappear into the Parker house.

As Tony left he looked at Pepper and said, "He'll be fine here. I'll find Warren when we get back and Fury's got like five men on him."

Pepper nodded and said, "Tony, we better find him and make sure he's sent somewhere and he can never find his way back."

Tony nodded and said, "You bet Fury's already on it Pepper."

Andrew sat down and Peter said, as he got him some crackers, "You want to have pizza? Aunt May said we could have pizza, oh and hey, here's your present, I didn't get a chance to give it to you on your birthday and you've been so distant lately."

"Yeah," Andrew said in a quiet voice, "I'm sorry about that, things are becoming, well, a bit more complicated for me."

Peter shrugged and said, "Hey, you want to watch some movies?"

Andrew nodded and Peter settled next to him and they began to watch some shows and Andrew, for a few moments, ignored Bruce's calls of keeping people at a distance.

Meanwhile, in the high realms, Janus looked at Bast as she fed the cats in her realm and said, "Please?"

Bast's eyes glowed and she said, "Why this girl? She's a slayer and a fallen one at that."

"Yes," Janus said, "But she needs what only you could grant her: the freedom you grant to your people."

Bast looked down and said, "The boy, Warren, can you not simply take his madness away now?"

"It's not madness," Janus said, "The spell that was casted was my fault, it drew on my power and this _thing_ awakened something in the boy, both boys in fact but I'm keeping tabs on Wells."

"I like Andrew," she said, "He used to worship me in his own special way, you know that before this little spell he was fickle, like one of my children and my children loved him, they still do," Bast purred, "Oh a shame this spell destroyed what he may have become."

"Please?" Janus said, "The Powers had plans for him just as they had plans for her."

Bast shrugged and said, "And this girl? This slayer? Why me and Artemis and who else have you asked for favours?"

"Just you two," Janus said, "I trust you two."

"Oh?" Bast purred, "And this would help Andrew, wouldn't it?"

Janus nodded and Bast shrugged and said, "Let me see to the girl."

They appeared in a town and saw Faith with several bleeding holes in her side, she coughed and Bast knelt beside her and said, "Oh my dear girl, are you alright?"

Faith coughed and said, "Fuck! Didn't expect he'd have human followers and they caught me."

Bast moved her hands over the wounds and they disappeared.

Janus frowned and said, "She was fighting for her life but she's also gravely upset that her employer is dead, isn't he?"

"B killed him," Faith said, "I wasn't there, if I was there…"

Janus frowned and said, "You'd have been put in a coma and your employer would've died either way, I made sure he'd have died as he was an arrogant fool."

Faith coughed and said, "I gotta get that Mears kid."

"That is true Ms. Lehane," Janus said, "Warren is dangerous now and quite insane but he is also more evil than you could ever hope to be."

Bast nuzzled her and said, "Kitten, would you like to get a chance to live again? You died on Earth but kitten, you could be alive again."

"How?" Faith coughed, "And why am I not in Hell?"

"Oh," she said, "We snatched you at the last second kitten so you could aid us in stopping Warren."

"And, in a small way, help a young man who I feel responsible for," Janus said frowning, "And now I must be responsible for you now."

"You," Bast said, "Will lose your slayer abilities but you will be granted a shard of my own essence, which will replace your slayer essence. You will become a cat woman."

"Like the movie?" Faith said, "The one that kinda sucked ass?"

"No!" Bast growled, "I hated that movie like you couldn't believe, I mean that horrible script."

Janus sighed and said, "Let us not talk about that movie. Faith, your powers will be enhanced and you shall be better than you were: faster, agile, you are neither good nor evil, you can skirt the law, steal to your heart's content and give the money to whom your heart desires."

Bast purred, "Be whimsical, be as my children are kitten."

"Okay," Faith said, "I'll do it, I'll become this cat woman if you want but I'm not wearing leather or using a whip, I'm not _that_ kinky."

"No one expects you to," Janus said softly.

Faith woke up in the morgue and her eyes formed into slits for a second then looked normal the next, she snuck out of the police station, found some clothes and saw a small white kitten look at her with sapphire blue eyes, it meowed plaintively."

"Well kitten," Faith said softly, "Looks like it will be just you and me."

The kitten meowed and licked her hand and Faith said, "Oh yeah, asshat Warren, he's in so much trouble," she clenched her fists and walked off, holding the small white kitten.

"The night's young and I need some money," Faith said as she looked at a nearby bank and said. "New York, we're going to see the Owl."

Faith put the kitten down, clambered up a pipe and smiled, 'I thought being a slayer would be the highlight in my life but this rocks,' she thought as she broke into a door, began to smash the ATMs and take the bills that poured out of them and said, "Oh yeah," as she leapt out of the building holding several hundred dollars.

She picked the kitten up and said, "You know Bast, this could be something incredible but hey, like I said, Warren is heading there and I owe the mayor something and that's Warren's head."

Back in New York Andrew frowned as he looked out at the city and sighed as he heard Peter snore contentedly, they had watched a lot of movies together and Peter was happy to have his friend back.

May looked at Andrew and said, "He missed you Andrew, why are you so distant? Is it because of what happened in Sunnydale?"

Andrew turned around and said, "You know? Does Peter know?"

"No, he doesn't but your aunt was so grateful for Peter's friendship that she told me what happened, I won't tell him. I like you being friends with him as he has so few really."

Andrew nodded and as she left she said, "You'll be better one day."

As Andrew looked out at the glittering city he knew Warren was out there somewhere, he could hurt anyone he loved and Jonathon, he had talked to Jonathon and found out that his friend was kind of better, Tony had developed some new tech that was going to somehow regrow his eyes or use the eyes that Warren sent him to give Jonathon his sight back.

He had been heartened to hear that Jonathon hadn't committed suicide like he thought he would, he knew Jonathon was now alone as Jonathon didn't have any family, it seems that Sunnydale was the home for the outcasts of the world and he wondered why didn't he know about aunt Pepper, this Spiderman person and these X-Men mutants, what was going on out in the much larger world?

As Andrew sat and thought to himself he saw a tiny black kitten walk past with brilliant green eyes and it meowed at him.

He picked it up in his hands and said, "Hey kitty, I think I'm going to keep you and call you Selina."

Andrew felt better and said, Good, I somehow feel a bit lighter now," and walked back to his bed.

TBC

Who do you want the new Faith to be paired up with? How should Andrew react to Faith? When should The Avengers find out Andrew's little secret?

When should Andrew and Peter find out each other's secret identities?

I will have Andrew meet up with a few Marvel characters soon, which ones should he meet?

Please rate and review.


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